#Lawyer lingo translation

One of the hurdles when engaging SME Suppliers are standard contract templates. The typical standard contract is a good few dozen pages long and written in “lawyer lingo”. Depending on the industry you are in and the goods or services purchased, they may also contain additional schedules with complex security requirements, product standards, service levels and many more.

If lucky, your Procurement team is able to fully understand the terms and translate them into everyday speak for suppliers when looking to close contract discussions. Often Procurement managers struggle however to articulate it much more understandably than it’s written. If very lucky, you have plenty of Legal resource to support clarification to any suppliers. Again, experience tells that is a rare case.

Now, larger suppliers have legal teams on their end that will review and decipher the terms. If they have a problem with any clause they will propose alternative wording in suitable format. SME Suppliers however typically lack dedicated legal resource and have to either buy it in expensively or do a review by a non-expert. They may also choose to sign without understanding the terms in detail altogether.

Clearly, all of this makes the contracting process with the SME Supplier more challenging and can result in one of the following scenarios:

- Supplier sends back contract with a lot of proposed changes by an external legal firm which they are unable to explain/defend, requiring them to buy in more legal resource

- Non-expert who reviewed the contract has many clarifying questions and your Procurement and Legal team may be unable to translate them into a more understandable story. Revised language proposals by supplier are not suitable legal language

- Contract is signed without challenge, but supplier fails to fully understand contract obligations and risks which may create problems later on

Now ideally, you have already worked on a simplified contract for smaller engagements and suppliers which is easier to understand. But even then the language may not be understandable to someone not legally trained.

Creating a document which explains the key contract obligations and terms in much laymen’s terms is of much help here. And given that contract templates are only revised once in a while, this is an achievable effort. That document is both helpful to Procurement team members less experienced in understanding the gist of contract clauses and helping (smaller, or really all) suppliers understand what they sign up to. The third audience may be internal stakeholders engaging with suppliers and trying to understand what terms they engage them under.

We suggest to have the document drafted by someone who is NOT a lawyer to ensure it’s not just cutting down on the amount of “legalese”, but rewording it altogether and for them then to work with the legal team to ensure the layman’s translation is factually correct. The document should be kept simple in format and focus on key contract terms, not translate the whole document.

And maybe your team wants to be even more innovative with making legal language accessible and create a short slide animation or video to walk through the terms and illustrate what they mean? We would love to hear your feedback